Securities code: 601619 securities abbreviation: Ningxia Jiaze Renewables Corporation Limited(601619) Announcement No.: 2022-012
Bond Code: 113039 bond abbreviation: Jiaze convertible bond
Ningxia Jiaze Renewables Corporation Limited(601619)
Announcement on receiving the inquiry letter on restructuring of Shanghai Stock Exchange
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. On February 7, 2022, Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as “the company”) received the inquiry letter on the information disclosure of the draft of Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions (hereinafter referred to as “the inquiry letter”) issued by Shanghai Stock Exchange. The full contents of the inquiry letter are hereby announced as follows:
“After reviewing the draft of major asset purchase and related party transactions submitted by your company, the following issues need to be further explained and explained by your company:
1、 About this transaction plan
1. The draft discloses that, according to the original partnership agreement, as the general partner of ningbai fund, Ningxia Kaixian has the right to form distributable income after the disposal and withdrawal of investment projects of ningbai fund, and obtain performance income after the distribution of limited partners. The distribution proportion of performance income is limited to 20%. After the completion of this transaction, the general partner of ningbai fund was changed from Ningxia Kaixian to Hainan Kaixian, a subsidiary of the listed company. Since the invested projects of ningbai fund have not been disposed of and do not meet the conditions of performance distribution, Ningxia Kaixian, as the general partner of ningbai fund, has the right to obtain performance income, and ningbai fund will pay 350 million yuan of performance income deposit to it in advance, After the disposal and withdrawal of all existing investment projects of ningbai fund, all parties shall calculate and confirm the actual performance income, and ningbai fund shall pay the above performance income deposit within two days from the date of delivery of general partnership shares. In the first three quarters of 2019-2021, ningbai fund realized a net profit attributable to the parent company of -92.79 million yuan, 25.54 million yuan and 199.63 million yuan respectively. The company is requested to make supplementary disclosure: (1) the specific arrangement and time node of the disposal and withdrawal of the invested projects of ningbai fund; (2) Explain the specific calculation basis and basis of prepayment performance margin in combination with the historical performance of ningbai fund; (3) After Ningxia Kaixian is no longer the general partner of ningbai fund, whether it will harm the interests of listed companies to continue to obtain performance income on the future distributable income of ningbai fund; (4) Relevant safeguard measures for ningbai fund to pay large income margin, and whether the relevant measures are conducive to protecting the interests of listed companies. Financial advisers and lawyers are invited to express their opinions.
2. The draft discloses that after the completion of this transaction, Kaixian capital will continue to serve as the manager of ningbai fund, responsible for the daily management of the fund, and most members of the investment committee will be appointed by the general partner. The company is requested to make supplementary disclosure: (1) explain whether the listed company can realize the actual control over the target company in combination with the specific number composition of the investment committee, the number appointed by the general partner and the specific decision-making rules of the Investment Committee; (2) Kaixian capital is responsible for the specific functional scope of daily management. If there are differences between the listed company and Kaixian capital, how to ensure the normal operation and management of the project company. Financial advisers and lawyers are invited to express their opinions.
3. The draft discloses that the target company mainly invests in the development of power generation projects through the industrial fund model and using the resources of limited partners and other parties. According to the draft, the target company ningbai fund indirectly controls its subordinate wind power and photovoltaic project companies mainly by directly holding 7 holding platform companies. Ningbai fund holds 99.99% of the shares of four holding platform companies and 99.9% of the shares of two holding platform companies. The company is requested to make supplementary disclosure: (1) the shareholding platform and other shareholders involved in the project company, including but not limited to the name of shareholders, shareholding ratio, capital contribution, etc; (2) Specify the cooperative operation mode of the above companies in combination with business division, business decision-making mode and process; (3) The profit distribution and other interest arrangements between the shareholding platform and the relevant shareholders of the project company, and explain the commercial rationality of the relevant arrangements; (4) In combination with the above situation, explain whether the company can actually control the above company after the transaction is completed. Financial advisers and lawyers are invited to express their opinions.
4. The draft disclosed that the trading target ningbai fund was established on September 15, 2017. Dongfang Xiang’an, as the only limited partner of ningbai fund, contributed 90% of the capital. On December 15 of the same year, Dongfang Xiang’an withdrew from ningbai fund. Since then, there have been many partnership share transfers before the disclosure of the draft. The company is requested to make supplementary disclosure: (1) the reason why Dongfang Xiang’an withdrew from ningbai fund in a short time after its establishment, and whether there are other potential arrangements; (2) Whether there are relevant disputes or other potential arrangements, whether there are ownership defects in the underlying assets, and whether there are major obstacles to the transfer of the underlying assets in the process of changing partners since the establishment of nimpak fund; (3) Separately explain whether the target of M & A and its subsidiaries have non operating capital transactions with related parties of listed companies, provide guarantees, etc. If yes, please clarify the follow-up measures. Financial consultants and lawyers are invited to give verification opinions.
2、 Operation and financial information of the underlying assets
5. The draft discloses that the total book value of the main production and operation assets, machinery and equipment of the target company is 4.28 billion yuan, the depreciation life is 20 years, and the annual depreciation rate is 4.75%, which is lower than that of Companies in the same industry. Please explain the reason and rationality of the low depreciation rate compared with the companies in the same industry in combination with the construction of machinery and equipment, time of fixed assets conversion, renewal rate, capacity utilization rate, production and consumption, etc. Financial consultants and accountants are invited to express their opinions.
6. The draft discloses that on September 30, 2021, the closing balance of the project under construction of Zhongjing County South Canal 200MW wind farm project of the subject company was 82.3542 million yuan, and on December 31, 2020, the closing balance of the project was 82.3462 million yuan. The company is requested to make supplementary disclosure: (1) the reasons for the delay in converting the above-mentioned projects into fixed assets due to the current construction progress; (2) Combined with the current price trend of wind power equipment, explain the basis and rationality of not withdrawing impairment provision for the above wind power construction in progress. Financial consultants and accountants are invited to express their opinions.
7. The draft discloses that after the completion of this transaction, the liability scale of listed companies has increased significantly. By the end of September 2021, the pro forma asset liability ratio of listed companies increased from 64.36% to 75.82%. Please explain whether this transaction will have an adverse impact on the liquidity of the listed company and affect the normal production and operation of the listed company in combination with its own fund use plan and specific due debts. Financial consultants and accountants are invited to express their opinions.
8. The draft discloses that from January to September 2021, the photovoltaic power generation capacity of each project company of ningbai fund totaled 31.5371 million kwh, and the on grid photovoltaic power generation capacity of the project company in the same period was 32.9857 million kwh, which was greater than the power generation capacity in the same period. The company is requested to verify and explain the reasons for the above differences, check whether other project companies have similar differences, and make corrections and adjustments.
9. The company is requested to make supplementary disclosure: (1) the specific circumstances of the subject company’s wind power and photovoltaic power generation projects subsidized by the government, including but not limited to the term, amount, distribution cycle, etc; (2) The proportion of the above government subsidies in the net profit of the target company.
3、 About the appraisal of the underlying assets
10. The draft discloses that the company adopts the income method to evaluate the 11 power generation project companies under ningbai fund, among which Guyuan wisdom started grid connected power generation in January 2021 and zhurun Guyuan started grid connected power generation in December 2020. The company did not disclose the historical and annual operation of the above project companies in the evaluation process, In addition, the data disclosure of wind abandonment and power limit in the historical annual operation disclosure of other project companies is incomplete. The company is requested to make supplementary disclosure: (1) the detailed historical operation of the grid connected power generation project company as of December 31, 2021 since the grid connected power generation, including but not limited to the city and county where the project is located, the specific grid connected power generation time, the rate of wind and light curtailment, the amount of wind and light curtailment and other data; (2) In combination with the comparison and difference between the above data and the draft forecast data, explain whether the company’s evaluation assumptions are reasonable and prudent and whether the evaluation results are fair and reasonable. The financial consultant and appraiser are invited to express their opinions.
11. The draft discloses that Jingxian CLP and Guyuan wisdom, the wind power project companies under ningbai fund, are located in Hebei Province. There are great differences in the company’s evaluation of the future wind abandonment and power limitation rate of the two companies. Among them, Jingxian CLP takes the average wind abandonment rate of Hebei Province from January to August 2021 as the base, and the wind abandonment and power limitation rate from July 2021 to 2025 is predicted at 4.5%, From 2026, it will decrease by 1% every five years. Guyuan wisdom predicts that the wind abandonment and power limitation rate will be 4.5% in 2021. From 2022, it will decrease by 1% every year to 2025. After 2025, the annual wind abandonment and power limitation rate will be comprehensively considered as 1.0%. The company is requested to: (1) explain the reason and rationality of the large difference in the predicted wind curtailment rate between different project companies in the same province in combination with the difference in the actual wind curtailment rate and the consumption of regional power grid between the two project companies, and whether the relevant evaluation assumptions are prudent and reasonable; (2) Conduct valuation pressure test on wind abandonment and power limitation rate. The financial consultant and appraiser are invited to express their opinions.
12. The draft discloses that under the asset basis, except for zhurun Guyuan, the evaluation results of 11 project companies under ningbai fund have significant impairment, with the maximum impairment ratio of – 8268.46% and the minimum of – 32.49%. The company finally adopts the income method to evaluate the project, and the estimated value-added rate is
34.21%。 The draft disclosed that due to the sharp price reduction of the wind turbine generator after the “rush to install tide”, the relevant assets were greatly impaired under the asset-based method. The company is requested to explain the reason and rationality of the large impairment of the project company under the asset-based method in combination with the specific equipment procurement time point, procurement cost and the specific procurement cost composition of Companies in the same industry of each project company, and whether it matches the rising degree of the overall industry cost. The financial consultant and appraiser are invited to express their opinions.
Please disclose it immediately after receiving this inquiry letter, reply to our department in writing in response to the above questions within 5 trading days, and modify the reorganization draft accordingly. “
The company will timely reply to the inquiry letter and fulfill the obligation of information disclosure in accordance with the requirements of Shanghai Stock Exchange.
It is hereby announced.
Ningxia Jiaze Renewables Corporation Limited(601619) board of directors
February 8, 2002
